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SEC Letter

 [BREYER & ASSOCIATES PC LETTERHEAD]

January 24, 2014

 Via EDGAR and Hand
Delivery

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Christopher Dunham, Staff Attorney

Re:

 Heritage Financial
Corporation

 Amendment Number 1 to
Registration Statement on Form S-4

 File No. 333-192985

 Dear Mr. Dunham:

On behalf of Heritage Financial Corporation, Olympia, Washington (“Company”), enclosed is a copy of pre-effective Amendment
No. 1 (“Amendment No. 1”) to the Company’s Registration Statement on Form S-4 (“Form S-1”), including exhibits, which is being filed today via EDGAR.

The revisions contained in Amendment No. 1 were made primarily in response to comments received from the Staff of the Securities and
Exchange Commission (“SEC”). All changes have been marked.

 Registration Statement on Form S-4 Filed December 20, 2013

General

1.
Please supplementarily provide the staff with the board books prepared for each board.

Response – The board books prepared by D.A. Davidson & Co. (“Davidson”) and Sandler O’Neill &
Partners, L.P. (“Sandler”) for Heritage’s and Washington Banking’s respective boards are being provided under separate cover and were delivered via messenger on January 24, 2014.

2.
Noting the disclosures on pages 57 (bullets 2, 3 and 4) and 69 (first full paragraph) regarding financial projections for Washington Banking and Heritage, supplementally provide the staff with those projections. We may
have further comment.

 Response: The projections by Davidson for Heritage in connection with the disclosures on page
59 (bullets 2, 3 and 4) are being provided under separate cover and were delivered via messenger on January 24, 2014 in response to this comment. The projections by Sandler for Washington Banking are included in the Sandler board book provided
under separate cover in response to Comment 1 above.

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January 24, 2014

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3.
Please include page citations for all internal cross references in your next amendment.

Response – We have revised the joint proxy statement/prospectus to include page citations for all internal cross
references.

 Questions and Answers…, page 1

4.
Noting the dissenters’ rights referenced in the last Q&A on page 6, revise either the Shareholder Letter or Notice to Shareholders to inform Washington Banking shareholders that they must notify the Company
prior to the vote of their intent to dissent and add a cross-reference to a section in the proxy where information discloses how to perfect their right to dissent.

Response: In response to this comment, additional language has been added to the second page of the Washington Banking Notice to
Shareholders to inform Washington Banking shareholders wishing to exercise dissenters rights of the requirement to notify Washington Banking prior to the vote on the merger and adding a cross-reference to the section in the joint proxy
statement/prospectus entitled “The Merger – Washington Banking Shareholder Dissenters’ Rights.”

 Summary, page 9

5.
Please move the disclosures on page 33 (the historical and pro forma per share data), to the Summary, as required by Item 3(f) of Form S-4.

Response: We have moved the historical and pro forma per share data on page 33 to page 20 in the Summary.

6.
Revise the disclosures on pages 12 and 13 with regard to the Stock Options and Restricted Stock Units to add an example for each.

Response: The disclosures on pages 12 and 13 have been revised to add an example for Stock Options and Restricted Stock Units in
response to this comment.

7.
Please revise your disclosure on page 17 to briefly explain the material changes to the rights of Washington Banking shareholders upon completion of the merger.

Response: The disclosure on page 17 has been revised to briefly explain the material changes to the rights of Washington Banking
shareholders upon completion of the merger.

8.
We note your disclosure on page 18 that multiple shareholder class action lawsuits have been filed attempting to enjoin the proposed merger. Please describe any specific factual accusations included in the
plaintiffs’ complaints and tell us whether the Washington Banking or Heritage boards, as applicable, were aware of these facts when they approved the merger agreement.

Response: Two lawsuits were filed challenging the merger, which have been consolidated with a single operative complaint naming as
defendants Washington Banking, its directors, and Heritage. Essentially, the plaintiffs allege that the merger consideration is insufficient. The plaintiffs allege that Washington Banking’s directors have breached their fiduciary duties
because: (1) they will enjoy benefits not shared equally with all shareholders, (2) they have not adequately informed themselves of the true value of Washington Banking, (3) they have agreed to provisions in the merger agreement that
could prevent or discourage competing bids, and (4) they have not disclosed all material information in the joint proxy statement/prospectus. The plaintiffs allege that Heritage aided and abetted these alleged breaches.

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January 24, 2014

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 The unique benefits the plaintiffs allege consist of the list of items disclosed in the joint
proxy statement/prospectus in the section “The Merger – Interests of Washington Banking’s Directors and Executive Officers in the Merger” on page 78. Plaintiffs allege that the Washington Banking directors failed to inform
themselves of the true value of Washington Banking by allowing Mr. Wagner and members of Washington Banking management to “control the sales process” and by failing to conduct a “market check” or auction process prior to
entering the merger agreement. Plaintiffs allege that Washington Banking’s directors agreed to unfair “deal protection devices” including a “no-solicitation” provision, an agreement to notify Heritage of superior
unsolicited offers, and a termination fee. Finally, plaintiffs allege that Washington Banking’s directors have failed to disclose three categories of information in the joint proxy statement/prospectus: (1) the internal financial
projections of Washington Banking and Heritage, (2) certain additional details regarding the various valuation analyses performed by the companies’ respective financial advisers, Sandler and Davidson, and (3) certain additional
details regarding the history of the merger, especially the history of the negotiations and the deliberations of Washington Banking’s directors.

Washington Banking and its directors believe the claims and allegations lack merit. Washington Banking’s directors were aware of the
matters alleged in the consolidated complaint but do not believe that they constitute any wrongful conduct. Washington Banking’s directors were aware of the impact on their stock incentive plan, Washington Banking’s restricted stock
units, and Mr. Wagner’s agreements that would result from a change of control transaction. They were aware that seven Washington Banking directors were to become directors of the resulting entity and that Mr. Wagner would be
retained as a consultant. They were aware of the history of the negotiations of the merger, as well as the terms of the merger agreement, including the “deal protection devices.”

Heritage believes that the aiding and abetting claim against it also lacks merit, as plaintiffs fail adequately to allege the required elements
of an aiding and abetting claim. Instead, plaintiffs allege nothing more than that Heritage engaged in discussions and negotiations leading up to the merger. The aiding and abetting claim also is deficient because the primary claim of breach of
fiduciary duty, on which aiding and abetting liability is premised, is deficient.

 The Washington Banking defendants and
Heritage separately have filed motions to dismiss the claims against them.

 Risk Factors, page 19

9.
We note reference to a “Sandler update” on page 20, and your disclosure elsewhere, including on page 68 that “Sandler has not undertaken to update…its opinion…after the date of this
opinion.” Please disclose the substance or terms of this update and update your prospectus accordingly.

Response: In response to this comment, the Washington Banking board of directors may, pursuant to the terms of the engagement letter
with Sandler, request an update to the Sandler opinion, but has not done so. If the Washington Banking board of directors decides to request an update, we will provide additional information to clarify the update of Sandler’s opinion where
such opinion is referenced, including the sections referenced in the staff’s comment. In addition, we have deleted the reference to an updated opinion on page 29.

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January 24, 2014

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 Comparative Unaudited Pro Forma Per Share Data, page 33

10.
Please expand the disclosure to provide a note to the column titled Pro Forma Combined Amounts for Heritage to state the amounts of stockholders’ equity and shares of common stock outstanding after the merger used
for the book value calculations per common share at September 30, 2013 and December 31, 2012. In this regard, you may provide a cross-reference to the Unaudited Pro Forma Combined Condensed Consolidated Statement of Financial Condition and
Note 2 – Purchase Price used to calculate the pro forma combined amount for Heritage book value per common share at September 30, 2013.

Response: The disclosure on page 27 has been revised as requested. We have added footnote (3) that contains the book value and
common share amounts at September 30, 2103 and December 31, 2012. We have also added a cross-reference to the “Unaudited Pro Forma Combined Condensed Consolidated Financial Information” on page 103 and “Note 2 –
Purchase Price” on pages 108 and 109 to explain how the September 30, 2013 values were derived.

 The Merger, page 44

11.
Please revise this section to specify the material terms that were discussed and the positions taken by both sides throughout the merger negotiations.

Response: In response to this comment, pages 45 through 52 of this section have been revised to provide information regarding the
material terms that were discussed and the positions taken by the parties during the merger negotiations.

12.
We note that Washington Banking executives met with its financial advisor multiple times in advance of the August 27, 2013 informal meeting between Mr. Vance and Mr. Wagner. However, it appears from your
disclosure on page 45 that Mr. Wagner was not informed that Mr. Vance arranged the meeting to initiate informal merger discussions until the meeting itself. Please revise to explain.

Response: The disclosure on page 46 has been revised to clarify the nature of discussions between Mr. Wagner and Mr. Vance and
internal discussions at Washington Banking with Sandler, the board and management.

 The Merger Agreement, page 87

13.
Please do not qualify your discussion in this section. Although you may refer investors to the merger agreement for more detailed information, you must provide all of the material terms of the agreement in this section.
Similarly revise the qualification of your disclosure on the top of page 44, in the second paragraph on page 57, and the first partial paragraph on page 67.

Response: We have revised the disclosures on pages 45, 58 and 68 so that the disclosure on those pages is no longer qualified by
reference to the merger agreement.

 Unaudited Pro Forma Combined Condensed Consolidated Financial Information, pages 102-103

14.
 We note your disclosure that for purposes of the accompanying pro forma information, the closing price of Heritage common stock as of October 23,
2013, the business day on which the merger agreement was subsequently publically announced was used for purposes of presenting the pro forma combined condensed consolidated statement of financial condition as of September 30, 2013. Under ASC
805, the most recent stock price at the time of filing should be

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January 24, 2014

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used for determining the value of stock to be issued in a transaction that has not yet consummated. Please revise accordingly. In addition, please expand the notes to the unaudited pro forma
combined condensed consolidated statement of financial condition to state the date at which the stock price was determined and present a sensitivity analysis for the range of possible outcomes based on percentage increases and decreases in the
recent stock price.

 Response: The Unaudited Pro Forma Combined Condensed Consolidated Financial Information on pages
103 through 114 has been revised to change the stock price from $15.89 (the October 23, 2013 announcement date) to $16.72 (the December 20, 2013 Form S-4 filing date). We have also included a sensitivity schedule in Note 2 – Purchase
Price on page 109 to show possible range of outcomes and effects on total consideration and goodwill.

15.
We note the disclosure appearing in the 4th paragraph. Please expand the discussion to state management’s estimate of how these merger costs are expected to impact the liquidity of the newly combined companies
going forward and clearly identify this disclosure as forward-looking information.

 Response: We have included
additional disclosure in “Note 5 – Merger Costs” (last paragraph) on page 114 which provides information regarding the impact of the merger cost on the liquidity of the combined company. This paragraph also includes a cross reference
to the forward-looking statements included in “Cautionary Statement Regarding Forward-Looking Statements” on page 33. This section also provides a detailed definition of what constitutes forward-looking statements and we have included as
the fourth bullet a liquidity forward-looking statement.

 Washington Banking Company Unaudited Pro Forma Combined Condensed Consolidated Statements of
Income, pages 105-106

16.
The staff notes the line item titled other income under the heading Noninterest income for the nine months ended September 30, 2013 and the year ended December 31, 2012.

Please revise to include gains and losses on sales of OREO as well as any write-downs within other expense pursuant to Rule 9-04
(14) (d) of Regulation S-X.

 Response: We have reviewed Washington Banking’s historical financial statements and
underlying support and determined that included in the historical “Gain on disposition of covered assets” caption were gains related to the disposition of Washington Banking’s covered OREO. We have identified these amounts and
reclassified them to the combined company’s “Noninterest expense: Other real estate owned, net” caption. The remaining activity in the “Gain on disposition of covered assets” caption relates to the recognition of the
existing loan discount on acquired loans following resolution of the loans. We have included the remaining activity in this Washington Banking caption in “Noninterest income: Other income” for the combined company on pages 106 and 107.

17.
The staff notes the disclosure that certain historical data of Washington Banking has been reclassified on a pro forma basis to conform to Heritage’s classifications. With a view toward expanded disclosure please
tell us the amount and basis for these reclassifications for the nine months ended September 30, 2013 and the year ended December 31, 2012.

Response: The Company combined certain noninterest income and noninterest expense captions for each company, which were below the
threshold of Article 11-02 (b)(3) of Regulation S-X, into “Other income” and “Other expense”, respectively.

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 In addition, we reviewed both companies’ general ledgers and accumulation of general
ledger accounts to determine if there were any inconsistencies in prese